UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K/A


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the fiscal year ended December 31, 2011

                                       Or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _________ to _____________


                        Commission file number: 000-50294

                        LEGACY TECHNOLOGY HOLDINGS, INC.
                        --------------------------------

             (Exact name of registrant as specified in its charter)


            Colorado                                       84-1426725
----------------------------------                   ------------------------
 State or other jurisdiction of                          I.R.S. Employer
  incorporation or organization                          Identification No.

                       7609 Ralston Road, Arvada, CO 80002
 ------------------------------------------------------------------------------
                (Address of principal executive offices) (Zip Code)

          Registrant's  telephone  number, including area code:
                                 (303) 422-8127

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered                Name of each exchange
                                               on which registered
----------------------------------           ------------------------
         Not Applicable                           Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of Class)



<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                     Yes |X| No |_|

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 of Regulation S-T (ss.  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                                                     Yes |_| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                 |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large  accelerated filer [___]  Accelerated  filer [___]  Non-accelerated  filer
[___] Smaller reporting company [_X_]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  does not have an aggregate  market value,  since the common stock of
the registrant does not trade on any market, at the time of this filing.

There were 3,731,772 shares  outstanding of the registrant's  Common Stock as of
September 28, 2012.


<PAGE>
<TABLE>
<S>                                                                                                 <C>



                                                                                                    Page

                                TABLE OF CONTENTS

                                                   PART I

ITEM 1                  Business                                                                      1
ITEM 1 A.               Risk Factors                                                                  5
ITEM 1 B.               Unresolved Staff Comments                                                    10
ITEM 2                  Properties                                                                   10
ITEM 3                  Legal Proceedings                                                            10
ITEM 4                  Mine Safety Disclosures                                                      10

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and
                        Issuer jPurchases of Equity Securities                                       10
ITEM 6                  Selected Financial Data                                                      11
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of
                        Operations                                                                   11
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                   14
ITEM 8                  Financial Statements and Supplementary Data                                  14
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial
                        Disclosure                                                                   14
ITEM 9 A.               Controls and Procedures
ITEM 9 A(T).            Controls and Procedures                                                      14
ITEM 9B                 Other Information                                                            15

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                      16
ITEM 11                 Executive Compensation                                                       18
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related
                        Stockholder Matters                                                          20
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence    22
ITEM 14                 Principal Accounting Fees and Services                                       22

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                      23
SIGNATURES                                                                                           24

</TABLE>

                              EXPLANATORY NOTE

Legacy Technology Holdings,  Inc., (the "Company"),  is filing this amendment to
its annual  report on Form 10-K for the year ended  December 31, 2011 filed with
the Securities  and Exchange  Commission on October 10, 2012, for the purpose of
including the accountant's report pursuant to Rule 2-02 of Regulation S-X.

This  amendment  does not reflect events  occurring  after the original  filing.
Except for the  foregoing  amended  information,  this Form 10-K/A  continues to
speak as of the date of the  original  filing and the Company has not  otherwise
updated disclosures  contained therein or herein to reflect events that occurred
at a later date.



<PAGE>



Note about Forward-Looking Statements

This From 10-K contains forward-looking  statements, such as statements relating
to our financial condition,  results of operations,  plans,  objectives,  future
performance and business  operations.  These  statements  relate to expectations
concerning  matters  that  are  not  historical  facts.  These   forward-looking
statements  reflect our current  views and  expectations  based largely upon the
information  currently  available  to us and are subject to  inherent  risks and
uncertainties.  Although we believe  our  expectations  are based on  reasonable
assumptions,  they are not  guarantees  of  future  performance  and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such  forward-looking  statements.  By making
these  forward-looking  statements,  we do not  undertake  to update them in any
manner  except as may be required by our  disclosure  obligations  in filings we
make with the Securities and Exchange  Commission  under the Federal  securities
laws.  Our  actual  results  may  differ  materially  from  our  forward-looking
statements.

                                     PART I

ITEM 1.  BUSINESS
-----------------


General

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"Legacy" or the "Company" are to Legacy Technology Holdings, Inc.

HISTORY OFLEGACY TECHNOLOGY HOLDINGS, INC.
------------------------------------------

Legacy Technology Holdings, Inc. (the "Company") was incorporated in Colorado in
January,  1997. The Company was originally named Life USA, Inc. On May 20, 2008,
the Company changed its name to Legacy  Technology  Holdings,  Inc. by filing an
amendment to its Article of  Incorporation.  The Company was organized to engage
in any  activity  or  business  not in  conflict  with the laws of the  State of
Colorado or of the United States of America. As a result of the name change, the
Company's trading symbol on the  Over-the-Counter  Bulletin Board was changed to
"LTHO".

The Company  entered into an Agreement  and Plan of Merger with LTH  Acquisition
Corporation ("LTH Acquisition"),  a wholly-owned  subsidiary of the Company, and
World Peace Technologies,  Inc. ("World Peace") on June 17, 2008. As part of the
merger, World Peace Technologies,  Inc., a Colorado corporation, was merged with
LTH Acquisition and World Peace was the surviving entity of the merger.

The  Company  closed the World  Peace  Acquisition  on August 1, 2008,  with the
receipt of the  audited  financial  statements  of World  Peace.  As part of the
amended Agreement and Plan of Merger, the Company issued 9,000,000 shares of its
restricted common stock the shareholders of World Peace.

World Peace was involved in the technology development business that specializes
in the development of technologies and products and possible applications to the
military.  In July 2009, the Company  discontinued the operations of World Peace
due to a failure to secure financing and contracts.

On July 8, 2009, Mr. David  Kutchinski  resigned as the Chief Executive  Officer
and Director of the Company. In addition, Messrs. Mike Pick and Robert Thompson,
resigned as directors of the Company.  In  connection  with their  resignations,
6,275,231  shares of the Company's common stock were returned to the Company and
cancelled.


                                       1
<PAGE>





On December 7, 2009, the Company,  after a complaint  filed by a shareholder and
pursuant  to a Notice and Court  Order  issued by the  District  Court,  El Paso
County,  Colorado,  held a Special Meeting of its Shareholders in order to elect
an officer and a director of the Company, after the resignation of the Company's
former officers and directors in July 2009, without replacement.

At such  meeting,  a quorum was waived in  accordance  with the Notice and Court
Order and  Colorado  Revised  Statutes.  At the  meeting,  Mr.  Larry Henson was
elected the sole director of the Company and the Chief Executive Officer.

On October 20, 2010, Mr. Henson resigned as the Chief  Executive  Officer of the
Company and Mr. Redgie Green was appointed the new Chief  Executive  Officer and
to the Board of  Directors  of the  Company.  On October 20,  2010,  Mr.  Henson
resigned as a director of the Company.

The Company,  since July of 2009,  has focused its efforts on the  completion of
its past due audits and the filing of its financial  reports with the Securities
and  Exchange  Commission  (SEC).  After such filings  have been  completed  the
Company intends to focus its efforts on the development of operations through an
acquisition. At the time of this filing, the Company has not identified any such
acquisitions or taken any efforts to identify such candidates.

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

We may seek a business  opportunity with entities which have recently  commenced
operations,  or that desire to utilize the public  marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate  purposes.  We may acquire assets
and  establish  wholly  owned  subsidiaries  in  various  businesses  or acquire
existing businesses as subsidiaries.

We expect that the selection of a business  opportunity will be complex.  Due to
general economic  conditions,  rapid  technological  advances being made in some
industries  and  shortages  of  available  capital,  we  believe  that there are
numerous  firms seeking the benefits of an issuer who has complied with the 1934
Act.  Such  benefits may include  facilitating  or improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all stockholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex. We have, and will continue to have, essentially
no assets to provide the owners of business  opportunities.  However, we will be
able to offer owners of  acquisition  candidates  the  opportunity  to acquire a
controlling  ownership  interest in an issuer who has complied with the 1934 Act
without  incurring  the cost and time  required  to conduct  an  initial  public
offering.

                                       2
<PAGE>




The analysis of new business  opportunities  will be undertaken by, or under the
supervision of, our Board of Directors.  We intend to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to our
attention through present associations of our director, professional advisors or
by our stockholders.  In analyzing prospective business  opportunities,  we will
consider  such matters as (i)  available  technical,  financial  and  managerial
resources; (ii) working capital and other financial requirements;  (iii) history
of operations,  if any, and prospects for the future; (iv) nature of present and
expected competition;  (v) quality, experience and depth of management services;
(vi) potential for further research,  development or exploration; (vii) specific
risk  factors  not now  foreseeable  but that may be  anticipated  to impact the
proposed  activities of the company;  (viii)  potential for growth or expansion;
(ix) potential for profit;  (x) public  recognition  and acceptance of products,
services or trades;  (xi) name  identification;  and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity,  we
expect to meet  personally  with  management  and key  personnel.  To the extent
possible,  we intend to utilize  written reports and personal  investigation  to
evaluate the above factors.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained within a reasonable  period of time after closing
of the proposed transaction.

Acquisition Opportunities

In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation,  reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing  business.  Upon consummation of a transaction,  it is probable that
our present  management and stockholders  will no longer be in control of us. In
addition,  our  sole  director  may,  as part of the  terms  of the  acquisition
transaction,  resign  and be  replaced  by new  directors  without a vote of our
stockholders,  or sell his  stock  in us.  Any such  sale  will  only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration  under  application  federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction,  we  may  agree  to  register  all  or a part  of  such  securities
immediately   after  the  transaction  is  consummated  or  at  specified  times
thereafter.  If such registration occurs, it will be undertaken by the surviving
entity after it has  successfully  consummated a merger or acquisition and is no
longer  considered an inactive company.  The issuance of substantial  additional
securities and their potential sale into any trading market which may develop in
our  securities  may have a depressive  effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.

While the actual terms of a transaction cannot be predicted, it is expected that
the parties to any  business  transaction  will find it  desirable  to avoid the
creation of a taxable event and thereby structure the business  transaction in a
so-called  "tax-free"  reorganization  under  Sections  368(a)(1)  or 351 of the
Internal Revenue Code (the "Code").  In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired  business to own 80%
or more of the  voting  stock  of the  surviving  entity.  In  such  event,  our
stockholders  would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
our stockholders.

As part of our  investigation,  we expect to meet personally with management and
key  personnel,  visit  and  inspect  material  facilities,  obtain  independent
analysis of verification of certain  information  provided,  check references of
management and key personnel,  and take other reasonable investigative measures,
to the extent of our limited financial resources and management  expertise.  The
manner in which we participate  in an  opportunity  will depend on the nature of
the  opportunity,  the  respective  needs and desires of both  parties,  and the
management of the opportunity.

                                       3
<PAGE>




With  respect to any merger or  acquisition,  and  depending  upon,  among other
things,  the target company's assets and liabilities,  our stockholders  will in
all likelihood hold a substantially  lesser percentage  ownership interest in us
following any merger or acquisition.  The percentage ownership may be subject to
significant  reduction in the event we acquire a target  company with assets and
expectations  of growth.  Any merger or  acquisition  can be  expected to have a
significant   dilutive   effect  on  the   percentage  of  shares  held  by  our
stockholders.

We will  participate in a business  opportunity  only after the  negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements  cannot be predicted,  generally we anticipate  that such  agreements
will (i) require specific  representations and warranties by all of the parties;
(ii) specify  certain  events of default;  (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such  closing;  (iv)  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants;  (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.

As stated  above,  we will not  acquire or merge with any  entity  which  cannot
provide independent  audited financial  statements within a reasonable period of
time after  closing  of the  proposed  transaction.  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that
business to be acquired,  the definitive closing documents will provide that the
proposed  transaction  will  be  voidable,  at the  discretion  of  our  present
management. If such transaction is voided, the definitive closing documents will
also contain a provision  providing for  reimbursement  for our costs associated
with the proposed transaction.

Competition

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability,  we will continue to be
at a significant competitive disadvantage compared to our competitors.

Investment Company Act 1940

Although we will be subject to regulation  under the  Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the  Investment  Company Act of 1940 (the "1940 Act")  insofar as we will not be
engaged in the business of investing or trading in  securities.  In the event we
engage in business  combinations  that result in us holding  passive  investment
interests in a number of entities,  we could be subject to regulation  under the
1940 Act.  In such event,  we would be  required  to  register as an  investment
company  and  incur  significant  registration  and  compliance  costs.  We have
obtained no formal  determination  from the SEC as to our status  under the 1940
Act  and,  consequently,  any  violation  of the 1940 Act  would  subject  us to
material adverse consequences.  We believe that, currently,  we are exempt under
Regulation 3a-2 of the 1940 Act.

INTELLECTUAL PROPERTY

We do not hold any patents or patent applications.

                                       4
<PAGE>




EMPLOYEES


As of the date  hereof,  Mr.  Green  serves as our Chief  Executive  Officer and
acting Chief Financial Officer. We do not have an employment  agreement with Mr.
Green. We have no other employees.

ITEM 1A.  RISK FACTORS


                          GENERAL BUSINESS RISK FACTORS

Legacy business is a development stage company and unproven and therefore risky.
--------------------------------------------------------------------------------

The Company has only very recently  adopted the business plan  described  herein
and above. Potential investors should be made aware of the risk and difficulties
encountered by a new enterprise,  especially in view of the intense  competition
from existing businesses in the industry.

The Company has a lack of revenue  history and  investors  cannot view  Legacy's
--------------------------------------------------------------------------------
past performance since it is a start-up company.
------------------------------------------------

The Company  was formed on February  13, 1997 for the purpose of engaging in any
lawful  business  and has now  adopted a plan to engage  in the  acquisition  of
another  business.  The Company  has had no revenues in the last two years.  The
Company is not  profitable  and the business  effort is  considered  to be in an
early development stage. Legacy must be regarded as a new or development venture
with all of the unforeseen costs, expenses,  problems, risks and difficulties to
which such ventures are subject.

Legacy  may have a  shortage  of  working  capital  in the  future  which  could
--------------------------------------------------------------------------------
jeopardize the Company's ability to carry out its business plan.
----------------------------------------------------------------

The Company's  capital needs consist  primarily of expenses  related to, general
and administrative  and potential business  acquisitions and compliance with SEC
reporting  requirements and could exceed $75,000 in the next twelve months. Such
funds are not currently committed,  and the Company's cash as of the date of the
filing of this Form 10K, is less than $200.

Legacy  has no  funds,  and such  funds  will not be  adequate  to carry out any
business plan, at this time.  The Company's  ultimate  success  depends upon its
ability to raise  additional  capital.  The  Company  has not  investigated  the
availability,  source,  or terms that might govern the acquisition of additional
capital and will not do so until it determines a need for additional  financing.
If the Company needs additional  capital, it has no assurance that funds will be
available  from any source or, if available,  that they can be obtained on terms
acceptable to the Company.  If not available,  Legacy operations will be limited
to those that can be financed with its modest capital.

Legacy has no operating  history and no revenues and it may be unlikely that the
Company  will  raise  that   additional   working  capital  from  its  financing
activities. At the time of this filing, no such funds have been raised.

                                       5
<PAGE>




The  Company  may in the future  issue more  shares  which could cause a loss of
--------------------------------------------------------------------------------
control by its present management and current stockholders.
-----------------------------------------------------------

Legacy  may  issue  further  shares as  consideration  for the cash or assets or
services  out of its  authorized  but  unissued  common  stock that would,  upon
issuance,  represent a majority of the voting  power and equity of the  Company.
The result of such an issuance  would be those new  stockholders  and management
would  control the Company,  and persons  unknown  could  replace the  Company's
management at this time.  Such an occurrence  would result in a greatly  reduced
percentage  of  ownership  of Legacy by its  current  shareholders,  which could
present significant risks to investors.

Legacy will depend upon  management  but it will have limited  participation  of
--------------------------------------------------------------------------------
management.
----------
The  Company  currently  has one  individual  who is serving as its  officer and
director  for up to 5 hours per week each on a part-time  basis.  The  Company's
director  is also  acting  as its sole  officer.  The  Company  will be  heavily
dependent  upon  his  skills,   talents,  and  abilities,  as  well  as  several
consultants to Legacy,  to implement the Company's  business plan, and may, from
time to time,  find that the  inability  of the  officer,  director  and  chosen
consultants to devote his full-time  attention to Legacy  business  results in a
delay in progress toward  implementing the Company's  business plan. Once Legacy
is able to complete its proposed source capital raising,  other  consultants may
be  employed on a part-time  basis  under a contract to be  determined.  Because
investors  will  not be able to  manage  the  Company's  business,  they  should
critically  assess  all  of  the  information  concerning  Legacy  officers  and
directors.

The  Company's  officer and  director  may have  conflicts  of  interests  as to
--------------------------------------------------------------------------------
corporate opportunities which it may not be able or allowed to participate in.
------------------------------------------------------------------------------

Presently  there  is no  requirement  contained  in the  Company's  Articles  of
Incorporation,  Bylaws,  or minutes which requires officers and directors of its
business to disclose to the Company's business opportunities which come to their
attention. Legacy's officer and director does, however, have a fiduciary duty of
loyalty to the Company to disclose to it any business  opportunities  which come
to his attention,  in his capacity as an officer  and/or  director or otherwise.
Excluded  from this duty would be  opportunities  which the person  learns about
through his  involvement as an officer and director of another  company.  Legacy
has no  intention of merging with or  acquiring  business  opportunity  from any
affiliate or officer or director.

We intend to pursue the acquisition of an operating business.
-------------------------------------------------------------

Our sole strategy is to acquire an operating business. Successful implementation
of this  strategy  depends  on our  ability to  identify a suitable  acquisition
candidate,   acquire  such  company  on  acceptable   terms  and  integrate  its
operations.  In  pursuing  acquisition  opportunities,  we  compete  with  other
companies  with similar  strategies.  Competition  for  acquisition  targets may
result in  increased  prices of  acquisition  targets and a  diminished  pool of
companies  available  for  acquisition.  Acquisitions  involve a number of other
risks,  including  risks of  acquiring  undisclosed  or  undesired  liabilities,
acquired  in-process  technology,   stock  compensation  expense,  diversion  of
management attention, potential disputes with the seller of one or more acquired
entities and possible  failure to retain key  acquired  personnel.  Any acquired
entity or assets may not perform  relative to our  expectations.  Our ability to
meet these challenges has not been established.

                                       6
<PAGE>




Scarcity of and competition for, business opportunities and combinations.
-------------------------------------------------------------------------

We believe we are an insignificant  participant  among the firms which engage in
the acquisition of business  opportunities.  There are many established  venture
capital and financial  concerns that have  significantly  greater  financial and
personnel  resources  and  technical  expertise  than we have.  Nearly  all such
entities have significantly greater financial resources, technical expertise and
managerial  capabilities than us and, consequently,  we will be at a competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing  a business  combination.  Moreover,  we will also compete in seeking
merger or acquisition candidates with numerous other small public companies.  In
view of our limited financial resources and limited management availability,  we
will continue to be at a significant  competitive  disadvantage  compared to our
competitors.

We have not executed any formal  agreement for a business  combination  or other
--------------------------------------------------------------------------------
transaction and have established no standards for business combinations.
------------------------------------------------------------------------

We have not executed any formal  arrangement,  agreement or  understanding  with
respect to engaging in a merger with,  joint  venture with or  acquisition  of a
private or public  entity.  There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. We have not identified any particular industry or specific
business  within an industry  for  evaluation.  There is no assurance we will be
able to negotiate a business combination on terms favorable,  if at all. We have
not  established a specific  length of operating  history or specified  level of
earnings,  assets,  net worth or other  criteria  which we will require a target
business opportunity to have achieved, and without which we would not consider a
business combination. Accordingly, we may enter into a business combination with
a business opportunity having no significant operating history,  losses, limited
or no  potential  for  earnings,  limited  assets,  negative  net worth or other
negative characteristics.

We may depend upon outside  advisors,  who may not be  available  on  reasonable
--------------------------------------------------------------------------------
terms and as needed.
-------------------
To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such  advisors.  Furthermore,  it is  anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

The  Company  has agreed to  indemnification  of officers  and  directors  as is
--------------------------------------------------------------------------------
provided by Colorado Revised Statute and such indemnification is limited.
------------------------------------------------------------------------
Colorado  Revised  Statutes  provide for the  indemnification  of the  Company's
directors, officers, employees, and agents, under certain circumstances, against
attorney's  fees and other expenses  incurred by them in any litigation to which
they become a party arising from their  association with or activities on Legacy
behalf.  The Company will also bear the expenses of such  litigation  for any of
its directors,  officers,  employees,  or agents,  upon such person's promise to
repay Legacy therefore if it is ultimately determined that any such person shall
not have been entitled to  indemnification.  This  indemnification  policy could
result  in  substantial  expenditures  by the  Company  that it may be unable to
recoup.

                                       7
<PAGE>




Colorado Revised Statutes exclude personal liability of the Company's  directors
and its stockholders for monetary damages for breach of fiduciary duty except in
certain  specified  circumstances.  Accordingly,  Legacy  will  have a much more
limited right of action against its directors that otherwise  would be the case.
This  provision  does not affect the liability of any director  under federal or
applicable state securities laws.

                     RISK FACTORS RELATED TO LEGACY'S STOCK

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
--------------------------------------------------------------------------------
of the Company's securities.
---------------------------

Legacy is a "penny stock" company. None of its securities currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended.  Because the  Company's  securities  constitute  "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to its  securities.  The rules will further  affect the ability of owners of
shares to sell its  securities in any market that might develop for them because
it imposes additional regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the described  patterns from being established with respect to Legacy
securities.

Legacy will pay no foreseeable dividends in the future.
------------------------------------------------------

Legacy has not paid  dividends  on its common  stock and do not ever  anticipate
paying such dividends in the foreseeable future.

                                       8
<PAGE>




Our Securities are not currently eligible for sale under Rule 144 and any future
--------------------------------------------------------------------------------
sales of our  securities  may be  adversely  affected by our failure to file all
--------------------------------------------------------------------------------
reports required by the Exchange Act.
-------------------------------------

All of the  outstanding  shares of common  stock held by the  Company's  present
officers,  directors,  and affiliate  stockholders  are "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  Shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state securities laws.

Rule 144, as  promulgated  under the  Securities  Act is not  available  for the
resale  of  securities,  initially  issued  by a  shell  company  (reporting  or
non-reporting)  or  a  former  shell  company,  unless  certain  conditions  are
satisfied.  We are a shell company. As a result, our securities cannot be resold
under Rule 144 unless certain conditions are met. These conditions are:

o    the issuer of the securities has ceased to be a shell company;

o    the issuer is subject to the reporting  requirements of section 13 or 15(d)
     of the Exchange Act;

o    the issuer has filed all reports and other  materials  required to be filed
     by Section  13 or 15(d) of the  Exchange  Act,  as  applicable,  during the
     preceding 12 months, other than Form 8-K reports; and

o    one  year  has  elapsed  since  the  issuer  has  filed  current  "Form  10
     information" with the Commission reflecting its status as an entity that is
     no longer a shell company.

The  only  way for  our  securities  to be  eligible  for  resale  prior  to the
conditions of Rule 144 being met, is for us to have registered them with the SEC
on a  Registration  Statement on Form S-1 and such  registration  being declared
effective  by the SEC. At the time of this  filing,  management  has no plans to
file a registration statement with the SEC.

A sale under Rule 144 or under any other  exemption  from the Act, if available,
or  pursuant to  subsequent  registration  of shares of common  stock of present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.

Legacy stock will in all  likelihood be thinly traded and as a result you may be
--------------------------------------------------------------------------------
unable  to sell at or near ask  prices or at all if you need to  liquidate  your
--------------------------------------------------------------------------------
shares.
------

The shares of Legacy common stock, if listed,  may be  thinly-traded on the Pink
Sheets,  meaning  that the  number  of  persons  interested  in  purchasing  the
Company's  common  shares  at or  near  ask  prices  at any  given  time  may be
relatively small or non-existent.  This situation is attributable to a number of
factors,  including  the fact that Legacy is a small company which is relatively
unknown to stock analysts, stock brokers,  institutional investors and others in
the investment  community that generate or influence sales volume, and that even
if it came to the attention of such  persons,  they tend to be  risk-averse  and
would be reluctant to follow an unproven,  early stage company such as Legacy or
purchase or recommend the purchase of any of the Company's Securities until such
time as Legacy became more seasoned and viable.  As a consequence,  there may be
periods  of  several  days  or  more  when  trading  activity  in the  Company's
Securities is minimal or  non-existent,  as compared to a seasoned  issuer which
has a large and steady volume of trading  activity that will  generally  support
continuous  sales without an adverse effect on Securities  price.  Legacy cannot
give you any assurance  that a broader or more active public  trading market for
the  Company's  common  Securities  will  develop or be  sustained,  or that any
trading levels will be sustained. Due to these conditions,  the Company can give
investors  no  assurance  that they will be able to sell their shares at or near
ask prices or at all if they need money or otherwise  desire to liquidate  their
securities of the Company.

                                       9
<PAGE>




ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.

ITEM 2.  PROPERTIES
-------------------

Legacy offices are temporarily located in Arvada, Colorado at 7609 Ralston Road,
Arvada, Colorado 80002, which is the address of its corporate counsel.

Legacy does not own any property, real or otherwise.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

In May 2008 a  complaint  was  filed in the  District  Court  for the  County of
Boulder, Colorado by product suppliers of the Company (the "Plaintiffs") seeking
collection  of trade  accounts due in the  approximate  amount of $127,000  plus
collection  costs.  Research of the account by Plaintiff's  counsel  effectively
reduced this amount to approximately $64,000, which is included in the Company's
balance sheet liabilities. The case is ongoing at the present time.


ITEM 4.  MINE AND SAFETY DISCLOSURE.
------------------------------------

Not Applicable.

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------

Market Information

Starting May 31, 2006, the Company's shares were traded on the  Over-the-Counter
Bulletin Board Market under the trading symbol "LFIU ". On May 2008, as a result
of the Company changing its name to Legacy  Technology,  Inc, the trading symbol
was  changed to "LTHO." As result of the  Company's  failure to meet the current
financial reporting  requirements the common stock was transferred to trading on
the OTC  Markets  Pink  Sheets.  The table below sets forth the high and low bid
prices of the Registrant's  common stock for the periods indicated.  Such prices
are inter-dealer  prices,  without mark-up,  mark-down or commissions and do not
necessarily represent actual sales.

            2011                              High                       Low
            ----                             -------                    ------
         March 31, 2011                      $ 0.30                    $0.13
         June 30, 2011                         0.25                     0.22
         September 30, 2011                    0.30                     0.25
         December 31, 2011                     0.25                     0.25


            2010                              High                        Low
            ----                            -------                      ------
         March 31, 2010                      $ 0.12                     $0.11
         June 30, 2010                         0.10                      0.06
         September 30, 2010                    0.06                      0.06
         December 31, 2009                     0.13                      0.13

                                       10
<PAGE>





As of December 31, 2011, there were  approximately 100 shareholders of record of
the Company's common stock.

Dividend Policy

Holders of Legacy common stock are entitled to receive such  dividends as may be
declared by Legacy board of directors.  The Company has not declared or paid any
dividends  on  Legacy  common  shares  and it does  not  plan on  declaring  any
dividends in the near future. The Company currently intends to use all available
funds to finance the operation and expansion of its business.

Recent Sales of Unregistered Securities


The Company did not make any  unregistered  sales of its  securities  during the
period of January 1, 2011 through December 31, 2011.


Issuer Purchases of Equity Securities

Legacy did not  repurchase  any shares of its common stock during the year ended
December 31, 2011.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

Not applicable.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2011,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

                                       11
<PAGE>




PLAN OF OPERATIONS
------------------

The Company  entered into an Agreement  and Plan of Merger with LTH  Acquisition
Corporation ("LTH Acquisition"),  a wholly-owned  subsidiary of the Company, and
World Peace Technologies,  Inc. ("World Peace") on June 17, 2008. As part of the
merger, World Peace Technologies,  Inc., a Colorado corporation, was merged with
LTH Acquisition and World Peace was the surviving entity of the merger.

World Peace was involved in the technology development business that specializes
in the development of technologies and products and possible applications to the
military.  In July 2009, the Company  discontinued the operations of World Peace
due to a failure to secure financing and contracts.

The Company has focused its efforts, since July of 2009, has focused its efforts
on the completion of its past due audits and the filing of its financial reports
with the Securities and Exchange  Commission (SEC). After such filings have been
completed  the  Company  intends  to focus its  efforts  on the  development  of
operations  through an acquisition.  At the time of this filing, the Company has
not  identified  any such  acquisitions  or taken any efforts to  identify  such
candidates.

We intend to seek, investigate and, if such investigation  warrants,  acquire an
interest in  business  opportunities  presented  to us by persons or firms which
desire to seek the  advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934  Act").  We will not  restrict our search to any specific
business,  industry or geographical location, and we may participate in business
ventures of virtually any nature.  This  discussion of our proposed  business is
purposefully  general  and is  not  meant  to be  restrictive  of our  unlimited
discretion to search for and enter into  potential  business  opportunities.  We
anticipate  that we may be able to  participate  in only one potential  business
venture because of our lack of financial resources.

We will need  substantial  additional  capital to support our proposed  business
acquisitions.  We have no revenues. We have no committed source for any funds as
of date here. No  representation  is made that any funds will be available  when
needed.  In the event funds cannot be raised when needed,  we may not be able to
carry out our business  plan,  may never  achieve sales or royalty  income,  and
could fail in business as a result of these uncertainties.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2011,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

RESULTS OF OPERATIONS
---------------------

For the Years Ended December 31, 2011 and December 31, 2010

During the years ended December 31, 2011 and 2010,  Legacy did not recognize any
revenues from its operational activities.

During the year ended  December  31,  2011,  the  Company  incurred  operational
expenses of $29,787 compared to operational  expenses of $13,514 during the year
ended  December 31,  2010.  The $16,273  increase was a result of the  Company's
focus and work to bring current its financial  reports with the  Securities  and
Exchange Commission (SEC). Management expects that legal expenses and accounting
expenses  will  experience  growth  in  future  periods  due  to  the  Company's
activities  which  continue to be focus on the completion of its past due audits
and the filing of its financial reports with the SEC.

                                       12
<PAGE>





During the years ended December 31, 2011 and 2010, the Company incurred interest
expense of $112,456 and $112,456, respectively.

During the year ended  December 31, 2011,  the Company  recognized net losses of
$137,719  compared  to a net loss  during the year ended  December  31,  2010 of
$125,970.  The  increase  of  $11,749was  a result of the  $16,273  increase  in
operational expenses combined with the $4,524 gain on debt relief.

LIQUIDITY
---------

At December 31, 2011,  the Company did not have any current assets and had total
current  liabilities of $1,680,798  consisting of accounts  payable of $266,997,
accrued liabilities of $689,813, advance payable of $62,356 and notes payable of
$661,632.  At December 31, 2011,  the Company has a working  capital  deficit of
$1,680,798.

The Company  will be reliant upon  shareholder  loans or private  placements  of
equity to fund any kind of operations. Legacy has secured no sources of loans or
private placements, at this time.

During the year ended  December  31,  2011,  the Company did not use cash in its
operations.  During  the  years  ended  December  31,  2011,  the net  losses of
$137,719,  which were not  reconciled  for any  non-cash  items during the year.
During  the  year  ended  December  31,  2011,   accounts  payable  and  accrued
liabilities increased by $142,243.

During the year ended  December  31,  2010,  the Company did not use cash in its
operations.  During  the  years  ended  December  31,  2010,  the net  losses of
$125,970,  which were not  reconciled  for any  non-cash  items during the year.
During  the  year  ended  December  31,  2010,   accounts  payable  and  accrued
liabilities increased by $125,970.

During the years ended  December  31, 2011 and 2010,  the Company did not use or
receive funds from its investing activities.

During the years ended  December 31, 2011 and 2010,  the Company did not receive
or use funds in its financing activities.

Short Term.

On a  short-term  basis,  Legacy  has not  generated  any  revenue  or  revenues
sufficient  to cover  operations.  For  short  term  needs the  Company  will be
dependent on receipt, if any, of offering proceeds.

Capital Resources

The Company has only common stock as its capital resource.

Legacy has no  material  commitments  for capital  expenditures  within the next
year, however if operations are commenced, substantial capital will be needed to
pay for  participation,  investigation,  exploration,  acquisition  and  working
capital.

Need for Additional Financing

Legacy does not have capital sufficient to meet its cash needs. The Company will
have to seek  loans or  equity  placements  to cover  such  cash  needs.  Once a
business acquisition is completed,  the Company's needs for additional financing
is likely to increase substantially.

                                       13
<PAGE>




No  commitments  to provide  additional  funds  have been made by the  Company's
management or other  stockholders.  Accordingly,  there can be no assurance that
any  additional  funds  will be  available  to  Legacy  to allow it to cover the
Company's expenses as they may be incurred.

Legacy has no revenues.  The Company has no committed source for any funds as of
the date hereof. No representation is made that any funds will be available when
needed. In the event funds cannot be raised when needed,  Legacy may not be able
to carry out its business plan, may never achieve sales or royalty  income,  and
could fail in business as a result of these uncertainties.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Legacy  operations do not employ financial  instruments or derivatives which are
market sensitive. Short term funds are held in non-interest bearing accounts and
funds held for longer  periods are placed in interest  bearing  accounts.  Large
amounts of funds,  if available,  will be distributed  among multiple  financial
institutions to reduce risk of loss. The Company's cash holdings do not generate
interest income.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

The audited  financial  statements of Legacy Technology  Holdings,  Inc. for the
years ended December 31, 2011 and 2010 appear on page F-1.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------


The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
December 31, 2011 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date, the Company's  disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES
-----------------------------------

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

                                       14
<PAGE>




Legacy's  management is responsible for  establishing  and maintaining  adequate
internal control over financial  reporting for the company in accordance with as
defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. The Company's
internal  control over  financial  reporting  is designed to provide  reasonable
assurance  regarding the reliability of financial  reporting and the preparation
of financial  statements  for external  purposes in  accordance  with  generally
accepted  accounting  principles.  The Company's internal control over financial
reporting includes those policies and procedures that:

(1)      pertain to the  maintenance  of records  that,  in reasonable  detail,
         accurately  and fairly  reflect the  transactions  and dispositions of
         the Company's assets;

(2)      provide   reasonable   assurance  that  transactions  are  recorded  as
         necessary to permit  preparation of financial  statements in accordance
         with generally accepted accounting  principles,  and that the Company's
         receipts  and  expenditures  are  being  made only in  accordance  with
         authorizations of Legacy's management and directors; and

(3)      provide reasonable  assurance regarding  prevention or timely detection
         of unauthorized acquisition, use or disposition of the Company's assets
         that could have a material effect on Legacy's financial statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial  reporting is as of the year ended December 31, 2011. The
Company believes that internal control over financial  reporting is ineffective,
due to a lack of  accounting  staff.  The  Company  does not have the  financial
ability to hire additional accounting staff, at this time.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2011,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B.  OTHER INFORMATION
---------------------------

Not applicable.

                                       15

<PAGE>




                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
----------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
Legacy's directors or executive officers as of September 28, 2012.

           Name                    Age                        Position
---------------------------- ---------------- ----------------------------------
Redgie Green                       59         Chief  Executive  Officer,  Acting
                                              Chief Financial Officer and Sole
                                              Director


On October 20, 2010, Mr. Henson resigned as the Chief  Executive  Officer of the
Company and Mr. Redgie Green was appointed the new Chief  Executive  Officer and
to the Board of  Directors  of the  Company.  On October 21,  2010,  Mr.  Henson
resigned as a director of the Company.

Legacy officers are elected by the board of directors at the first meeting after
each  annual  meeting  of  Legacy  shareholders  and  hold  office  until  their
successors are duly elected and qualified under Legacy bylaws.

The  director  named above will serve  until the next  annual  meeting of Legacy
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors  absent  any  employment  agreement.  There  is no
arrangement  or  understanding  between the directors and officers of Legacy and
any other  person  pursuant  to which any  director  or officer  was or is to be
selected as a director or officer.

The Company's officer spends up to 5 hours per week on Legacy's business at this
time.

Biographical Information

Current Officer and Director

Redgie Green - Chief Executive Officer and Director

On October 20,  2010,  Mr.  Reginald  Green was  appointed  the Chief  Executive
Officer and a Director of the Company.

Mr. Green has served as the Chief  Executive  Officer of Sun River Energy,  Inc.
since  January 2009 through  August 3, 2010.  From January 2009 through  October
2009, he served as the  President of Sun River  Energy,  Inc. He has served as a
director of Sun River Energy, Inc. from 1998 through October 2010. Mr. Green was
co-owner and operator of Green's B&R Enterprises,  a wholesale donut baker since
1983. He has been an active  investor in small capital and high-tech  adventures
since 1987. Mr. Green was a director of Colorado Gold & Silver, Inc. in 2000. He
was a director for Houston  Operating  Company in late 2004 until December 2004.
He recently served as a director for Mountains West  Exploration,  Inc. in 2005.
He is a Director  of  Concord  Ventures,  Inc.  since  2006.  He has served as a
director of ASPI, Inc. from 2006 through the fall of 2009 and was been appointed
as an officer and director of Captech Financial,  Inc. in May 2006. He served as
a director of Baymark Technologies, Inc. 2005-2006.

                                       16
<PAGE>




Former Officer and Director

Larry Henson - Former Chief Executive Officer and Director

On December 7, 2009, Mr. Larry Henson was appointed the Chief Executive  Officer
and a Director of the Company he served as such till October 20, 2010.

Mr. Henson  graduated from the University of Georgia with a BBA in Marketing and
Accounting in 1970. He has been a Licensed  General  Contractor in Florida since
1973.  Over the last 35 years he has been  involved in building  and  developing
properties in Florida, Georgia and South Carolina.

Annual Meeting

The annual  meeting of Legacy  stockholders  is  expected to be held at a future
date.  This  will be an annual  meeting  of  stockholders  for the  election  of
directors. The annual meeting will be held at the Legacy' principal office or at
such other place as  permitted  by the laws of the State of Colorado and on such
date as may be  fixed  from  time  to time by  resolution  of  Legacy  board  of
directors.

Committees of the Board of Directors

Legacy is managed under the direction of its board of directors.

         Executive Committee

         Legacy does not have an executive committee, at this time.

         Audit Committee

         Legacy does not have an audit committee at this time.

Conflicts of Interest - General.

The Company's  directors and officers  are, or may become,  in their  individual
capacities,  officers,  directors,  controlling  shareholder  and/or partners of
other entities  engaged in a variety of businesses.  Thus, there exist potential
conflicts  of  interest  including,   among  other  things,  time,  efforts  and
corporation  opportunity,  involved in  participation  with such other  business
entities.  While each officer and director of the Company's  business is engaged
in business  activities outside of its business,  the amount of time they devote
to Legacy business will be up to approximately 5 hours per week.

Conflicts of Interest - Corporate Opportunities

Presently no requirement  contained in the Company's  Articles of Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors  of the  Company's
business  to  disclose  to Legacy  business  opportunities  which  come to their
attention.  The Company's  officers and directors do, however,  have a fiduciary
duty of loyalty to Legacy to disclose  to it any  business  opportunities  which
come to their  attention,  in their  capacity as an officer  and/or  director or
otherwise.  Excluded  from this duty  would be  opportunities  which the  person
learns  about  through his  involvement  as an officer  and  director of another
company. The Company has no intention of merging with or acquiring an affiliate,
associate person or business opportunity from any affiliate or any client of any
such person.

                                       17
<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

The  following  table sets forth the  compensation  paid to  officers  and board
members during the fiscal years ended December 31, 2011 and 2010. The table sets
forth this information for Legacy,  including  salary,  bonus, and certain other
compensation  to the Board  members and named  executive  officers  for the past
three fiscal  years and  includes all Board  Members and Officers as of December
31, 2011.

<TABLE>
<CAPTION>
<S>                                                                           <C>            <C>           <C>

                      SUMMARY EXECUTIVES COMPENSATION TABLE

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
                                                                 Non-equity   Non-qualified
                                                                  incentive     deferred
                                               Stock    Option      plan      compensation    All other
                              Salary   Bonus   awards   awards   compensation   earnings     compensation   Total
Name & Position      Year       ($)     ($)      ($)    ($)          ($)           ($)           ($)         ($)
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Redgie Green,
Chief Executive      2011        0       0        0        0          0             0             0           0
Officer (1)          2010        0       0        0        0          0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Larry Henson,        2011        0       0        0        0          0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

</TABLE>

(1)  Mr. Redgie Green was appointed the Chief  Executive  Officer of the Company
     on October 20, 2010.

(2)  Mr. Larry Henson was appointed the Chief  Executive  Officer of the Company
     on December 7, 2009, he resigned the position on October 20, 2010.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Legacy does not have a stock option plan as of the date of this Form 10K.  There
was no grant of stock  options to the Chief  Executive  Officer  and other named
executive officers during the fiscal year ended December 31, 2011.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

None  of the  Company's  officers,  directors,  advisors,  or key  employees  is
currently party to employment  agreements  with the Company.  The Company has no
pension,  health, annuity,  bonus,  insurance,  stock options, profit sharing or
similar benefit plans;  however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors,  officers,  or
employees of the Company.

Compensation Committee Interlocks and Insider Participation

The Legacy board of directors in its entirety acts as the compensation committee
for the Company.  Mr. Green is the Chief Executive Officer and the sole Director
of the Company.

                                       18
<PAGE>




Director Compensation

The Company does not pay any Directors fees for meeting attendance.

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2011:
<TABLE>
<CAPTION>
<S>                                                                 <C>              <C>             <C>

----------------- ---------- ---------- ----------- --------------- ---------------- --------------- --------


                  Fees                                Non-equity     Non-qualified
                  earned                              incentive        deferred
      Name        or paid    Stock                       plan        compensation      All other
                   in cash   awards     Option       compensation      earnings       compensation    Total
                     ($)        ($)     awards ($)       ($)              ($)             ($)          ($)
----------------- ---------- ---------- ----------- --------------- ---------------- --------------- --------

----------------- ---------- ---------- ----------- --------------- ---------------- --------------- --------
Redgie Green        $ -0-      $ -0-      $ -0-         $ -0-            $ -0-           $ -0-        $ -0-
----------------- ---------- ---------- ----------- --------------- ---------------- --------------- --------

----------------- ---------- ---------- ----------- --------------- ---------------- --------------- --------
</TABLE>

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Legacy  officers  and  directors  are  indemnified  as provided by the  Colorado
Revised Statutes and the bylaws.

Under the Colorado  Revised  Statutes,  director  immunity  from  liability to a
company or its  shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  The
Company's  Articles of Incorporation  do not  specifically  limit the directors'
immunity.  Excepted from that immunity are: (a) a willful failure to deal fairly
with  Legacy  or its  shareholders  in  connection  with a matter  in which  the
director has a material  conflict of interest;  (b) a violation of criminal law,
unless the director had reasonable  cause to believe that his or her conduct was
lawful or no  reasonable  cause to believe that his or her conduct was unlawful;
(c) a transaction from which the director  derived an improper  personal profit;
and (d) willful misconduct.

The Company's bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Colorado law; provided, however, that it may modify the
extent of such  indemnification  by individual  contracts with the directors and
officers;  and,  provided,  further,  that the Company  shall not be required to
indemnify any director or officer in  connection  with any  proceeding,  or part
thereof, initiated by such person unless such indemnification:  (a) is expressly
required to be made by law, (b) the  proceeding  was  authorized by the board of
directors,  (c) is provided by the Company, in sole discretion,  pursuant to the
powers  vested under  Colorado law or (d) is required to be made pursuant to the
bylaws.

The Company's  bylaws provide that it will advance to any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he is or was a director or officer of
the  Company,  or is or was  serving at the  request of Legacy as a director  or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request  therefore,  all  expenses  incurred  by  any  director  or  officer  in
connection  with such  proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined  ultimately that
such person is not entitled to be indemnified under the bylaws or otherwise.

                                       19
<PAGE>




The  Company's  bylaws  provide  that no  advance  shall be made by Legacy to an
officer  except by reason of the fact that such officer is or was the  Company's
director in which event this paragraph shall not apply,  in any action,  suit or
proceeding,  whether civil,  criminal,  administrative  or  investigative,  if a
determination  is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum  consisting of directors who were not parties to the
proceeding,  or (b) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion,  that the facts known to the decision-making  party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the Company.


                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity  compensation  plan or Incentive Stock
Option Plan.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
--------------------------


The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Legacy outstanding common stock by:

o    each  person  who is known by  Legacy  to be the  beneficial  owner of five
     percent (5%) or more of Legacy common stock;

o    Legacy chief  executive  officer,  its other executive  officers,  and each
     director  as  identified  in the  "Management  --  Executive  Compensation"
     section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.


                                       20
<PAGE>




The  information  below is based on the number of shares of Legacy  common stock
that  Legacy  believes  was  beneficially  owned by each  person or entity as of
December 31, 2011.

<TABLE>
<CAPTION>
<S>                                                                    <C>

                                                       Amount and
                            Name and Address of         Nature of
    Title of Class           Beneficial Owner*      Beneficial Owner   Percent of Class (1)
------------------------ -------------------------- ------------------ ---------------------                         Redgie Green,
     Common shares       Chief Executive Officer
                         & Director                        -0-                  0%

     Common shares       Ken Leitmayr                   1,231,008             32.98%

     Common shares       Michael A. Littman (2)          341,140              9.14%

     Common shares       Janine Krueter                  275,229              7.37%

     Common shares       Jeffrey McEvoy                  275,229              7.37%

     Common shares       Steve Parkinson                 200,000              5.35%

------------------------ -------------------------- ------------------ ---------------------
                         All Directors and
                         Executive Officers as a
                         Group (1 person)                   0                   0%
                                                    ------------------ ---------------------
</TABLE>

*Address: c/o 7609 Ralston Road, Arvada, CO 80002.

(1) At December 31, 2011,  the Company had 3,731,772  shares of its common stock
issued and outstanding.

(2) Mr.  Littman owns 241,140 shares of common stock directly and 100,000 shares
indirectly through his wife.

The  information  below is based on the number of shares of Legacy  common stock
that  Legacy  believes  was  beneficially  owned by each  person or entity as of
September 28, 2012.

<TABLE>
<CAPTION>
<S>                                                                                  <C>

                                                                 Amount and Nature
                          Name and Address of Beneficial Owner     of Beneficial      Percent of Class
    Title of Class                        (2)                          Owner*                (1)
------------------------ --------------------------------------- ------------------- --------------------
------------------------ --------------------------------------- ------------------- --------------------

     Common shares       Redgie Green,                                   0                   0%
                         Chief Executive Officer & Director

     Common shares       Ken Leitmayr                                1,231,008             32.98%

     Common shares       Michael A. Littman (3)                       341,140               9.14%

     Common shares       Janine Krueter                               275,229               7.37%

     Common shares       Jeffrey McEvoy                               275,229               7.37%

     Common shares       Steve Parkinson                              200,000               5.35%

------------------------ --------------------------------------- ------------------- --------------------
                         All Directors and Executive Officers            0                   0%
                         as a Group (1 person)
                                                                 ------------------- --------------------
</TABLE>

(1) At September 28, 2012, the Company had 3,731,772  shares of its common stock
issued and outstanding.

                                       21

<PAGE>




(2) C/O 7609 Ralston Road, Arvada, CO 80002.

(3) Mr.  Littman owns 241,140 shares of common stock directly and 100,000 shares
indirectly through his wife.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Other than the  transactions  discussed  below, the Company has not entered into
any  transaction  nor is there  any  proposed  transactions  in which any of the
founders,  directors,  executive  officers,  shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

During the years ended December 31, 2011 and 2010, the Company had no reportable
related party transactions.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.  Ronald Chadwick,  PC is the Company's  principal  auditing  accountant
firm. The Company's Board of Directors has considered  whether the provisions of
audit services is compatible with maintaining Chadwick's independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended December 31, 2011 and 2010 by Ronald Chadwick, P.C.

<TABLE>
<CAPTION>
<S>                                                                  <C>

                             Year Ended December 31,
                                              2011                               2010
                                  -----------------------------      -----------------------------
Audit Fees                                   $5,000                             $5,000

Tax Fees                                       $0                                 $0

All Other Fees                                 $0                                 $0

                                  -----------------------------      -----------------------------
Total Fees                                   $5,000                             $5,000

</TABLE>

All audit work was performed by the auditors' full time employees.


                                       22

<PAGE>



                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)    Audited financial statements for years ended December 31, 2011 and 2010

<TABLE>
<CAPTION>
<S>                                                             <C>

(b)               Exhibit No.                                   Description
                  -----------                                   -----------

                 31.1           Certification of Chief Executive Officer pursuant to Section 302 of the
                                Sarbanes-Oxley Act*

                 32.1           Certification of Principal Executive Officer pursuant to Section 906 of the

</TABLE>

                                *Filed herewith.

                                       23
<PAGE>

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado  80014
Telephone (303)306-1967
Fax (303)306-1944

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Legacy Technology Holdings, Inc.
Arvada, Colorado

I have audited the accompanying consolidated balance sheets of Legacy Technology
Holdings,  Inc. (a development  stage company) as of December 31, 2011 and 2010,
and the related consolidated statements of operations, stockholders' deficit and
cash  flows  for the  years  then  ended,  and for the  period  from May 8, 2008
(inception of the development  stage) through December 31, 2011. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Legacy
Technology Holdings, Inc. as of December 31, 2011 and 2010, and the consolidated
results of its operations  and its cash flows for the years then ended,  and for
the  period  from May 8,  2008  (inception  of the  development  stage)  through
December 31, 2011 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a working capital deficit and  stockholders'  deficit.  These conditions
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Aurora, Colorado
R. Chadwick, P.C.
October 3, 2012
/s/Ronald R. Chadwick
---------------------
RONALD R.CHADWICK, P.C.


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
<S>                                                                                   <C>                  <C>


                                                                                        December 31,         December 31,
                                                                                            2011                 2010
                                                                                      -----------------    -----------------


Total Assets                                                                                       $ -                  $ -
                                                                                      =================    =================

Liabilities and Stockholders' Deficit
         Current liabilities
                 Accounts payable                                                            $ 266,997            $ 241,734
                 Accrued expenses                                                              689,813              577,357
                 Advances payable                                                               62,356               62,356
                 Notes payable                                                                 661,632              661,632
                                                                                      -----------------    -----------------
         Total Current Liabilities                                                           1,680,798            1,543,079
                                                                                      -----------------    -----------------
Stockholders' Deficit
         Common stock, $0.0001 par value; 100,000,000 shares                                       373                  373
           authorized; 3,731,772  shares issued and outstanding

         Additional paid-in capital                                                         (1,163,027)          (1,163,027)
         Deficit accumulated during the development stage                                     (518,144)            (380,425)
                                                                                      -----------------    -----------------
                 Total Stockholders' Deficit                                                (1,680,798)          (1,543,079)
                                                                                      -----------------    -----------------
Total Liabilities and Stockholders' Deficit                                                        $ -                  $ -
                                                                                      =================    =================
See the accompanying notes to these consolidated financial statements.

</TABLE>
                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                        <C>                          <C>


                                               For the Year Ended          May 8, 2008
                                                  December 31,            (Inception) to
                                               2011         2010           12/31/2011
                                           ---------------------------  ------------------
Revenue:
       Sales                                        $ -           $ -                 $ -
                                           ---------------------------  ------------------
Operational expenses:
       General and administrative                29,787        13,514             198,175
                                           ---------------------------  ------------------
             Total operational expenses          29,787        13,514             198,175
                                           ---------------------------  ------------------
Loss from operations                            (29,787)      (13,514)           (198,175)
                                           ---------------------------  ------------------
Other income (expense):
       Gain on debt relief                        4,524             -              68,005
       Interest expense                        (112,456)     (112,456)           (387,974)
                                           ---------------------------  ------------------
             Total other expense               (107,932)     (112,456)           (319,969)
                                           ---------------------------  ------------------
Net Loss                                     $ (137,719)   $ (125,970)         $ (518,144)
                                           ===========================  ==================
Per share information
Net (loss) per common share
       Basic                                    $ (0.03)      $ (0.03)
       Fully diluted                              (0.03)        (0.03)
                                           ---------------------------
Weighted average number of common
       stock outstanding                      3,731,772     3,731,772
                                           ---------------------------


See the accompanying notes to these consolidated financial statements.


</TABLE>
                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
<S>                                                      <C>                   <C>               <C>


                                                                                                    Additional
                                                            Common Stock                             paid-in
                                                           Number of shares       Amount             Capital
                                                         -------------------   --------------    -----------------

Balances at December 31, 2006*                                            -              $ -                  $ -
Net income (loss) for the year                                            -                -                    -
                                                         -------------------   --------------    -----------------
Balances at December 31, 2007*                                            -                -                    -

Issuance of Founders common stock - cash                          4,800,000              480                5,120
Issuance of Founders common stock - services                      4,200,000              420                3,780
Stock issued for Net Liabilities - reverse merger                 1,007,003              101           (1,197,555)
Capital contribution - related party                                      -                -               25,000
Net income (loss) for the year                                            -                -                    -
                                                         -------------------   --------------    -----------------
Balance as of  December 31, 2008*                                10,007,003            1,001           (1,163,655)
                                                         -------------------   -----------------------------------
Cancellation of shares                                           (6,275,231)            (628)                 628
Net income (loss) for the year                                            -                -                    -
                                                         -------------------   --------------    -----------------
Balance as of  December 31, 2009                                  3,731,772              373           (1,163,027)
                                                         -------------------   --------------    -----------------
Net income (loss) for the year                                            -                -                    -
                                                         -------------------   --------------    -----------------
Balance as of December 31, 2010                                   3,731,772              373           (1,163,027)
                                                         -------------------   --------------    -----------------
Net income (loss) for the year                                            -                -                    -
                                                         -------------------   --------------    -----------------
Balance as of December 31, 2011                                   3,731,772            $ 373          $(1,163,027)
                                                         ===================   ==============    =================

* As restated for reverse merger on July 18, 2008

See the accompanying notes to these consolidated financial statements.



</TABLE>
                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(continued)

<S>                                                   <C>                <C>


                                                        Deficit accum
                                                           During
                                                         Development
                                                            Stage              Totals
                                                      ----------------    ----------------

Balances at December 31, 2006*                                    $ -                 $ -
Net income (loss) for the year                                      -                   -
                                                      ----------------    ----------------
Balances at December 31, 2007*                                      -                   -

Issuance of Founders common stock - cash                            -               5,600
Issuance of Founders common stock - services                        -               4,200
Stock issued for Net Liabilities - reverse merger                   -          (1,197,454)
Capital contribution - related party                                -              25,000
Net income (loss) for the year                                (98,782)            (98,782)
                                                      ----------------    ----------------
Balance as of  December 31, 2008*                             (98,782)         (1,261,436)
                                                      ----------------    ----------------
Cancellation of shares                                              -                   -
Net income (loss) for the year                               (155,673)           (155,673)
                                                      ----------------    ----------------
Balance as of  December 31, 2009                             (254,455)         (1,417,109)
                                                      ----------------    ----------------
Net income (loss) for the year                               (125,970)           (125,970)
                                                      ----------------    ----------------
Balance as of December 31, 2010                              (380,425)         (1,543,079)
                                                      ----------------    ----------------
Net income (loss) for the year                               (137,719)           (137,719)
                                                      ----------------    ----------------
Balance as of December 31, 2011                            $ (518,144)       $ (1,680,798)
                                                      ================    ================

* As restated for reverse merger on July 18, 2008

See the accompanying notes to these consolidated financial statements.

</TABLE>

                                      F-5

<PAGE>
<TABLE>
<CAPTION>

                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<S>                                                                   <C>                <C>                <C>

                                                                                                             May 8, 2008
                                                                             For the Year Ended             (Inception) to
                                                                                 December 31,                December 31,
                                                                           2011               2010               2011
                                                                      ---------------    ---------------    ---------------
Cash Flows from Operating Activities:
         Net Loss                                                         $ (137,719)        $ (125,970)        $ (518,144)

Adjustments to reconcile net loss to net cash used
         in operating  activities from
         continuing operations:
         Gain on debt relief                                                  (4,524)                 -            (68,005)
         Compensatory Stock issuance                                               -                  -              4,200
         Changes in operating assets and liabilities:
           Increase in Accounts Payable and Accrued Liabilities              142,243            125,970            484,494
                                                                      ---------------    ---------------    ---------------
Net Cash Provided (Used) by Operating Activities                                   -                  -            (97,455)
                                                                      ---------------    ---------------    ---------------
Cash Flows from Investing Activities:

Net Cash Provided by Investing Activities                                          -                  -                  -
                                                                      ---------------    ---------------    ---------------
Cash Flows from Financing Activities:
         Capital contribution for related parties                                  -                  -             25,000
         Sale of common stock                                                      -                  -              5,600
         Proceeds from advance payables                                            -                  -             62,356
                                                                      ---------------    ---------------    ---------------
Net Cash Provided (used) by Financing Activities                                   -                  -             92,956
                                                                      ---------------    ---------------    ---------------
Net (Decrease) Increase in Cash                                                    -                  -             (4,499)

Cash and Cash Equivalents - Beginning of Period                                    -                  -              4,499
                                                                      ---------------    ---------------    ---------------
Cash and Cash Equivalents - End of Period                                        $ -                $ -                $ -
                                                                      ===============    ===============    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
         Cash paid for interest expense                                          $ -                  -                  -
                                                                      ===============    ===============    ===============
         Cash paid for income taxes                                              $ -                  -                  -
                                                                      ===============    ===============    ===============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
        AND FINANCING ACTIVITIES:
         Common shares issued in reverse merger                                  $ -                $ -       $ (1,197,454)
                                                                      ===============    ===============    ===============

See the accompanying notes to these consolidated financial statements.

</TABLE>

                                      F-6
<PAGE>


                 LEGACY TECHNOLOGY HOLDINGS, INC. AND SUBSIDIARY
                        (A Development Stage Enterprises)
                 Notes to the Consolidated Financial Statements
                 For the Years Ended December 31, 2011 and 2010

NOTE 1.  Business, Basis of Presentation and Significant Accounting Policies:

Business:

Legacy   Technology   Holdings,   Inc.  (the  "Company"   and/or  "Legacy")  was
incorporated in Colorado in January, 1997. The Company was originally named Life
USA,  Inc. On May 20, 2008,  the Company  changed its name to Legacy  Technology
Holdings,  Inc.  by filing an  amendment  to its Article of  Incorporation.  The
Company was organized to engage in any activity or business not in conflict with
the laws of the State of  Colorado  or of the  United  States of  America.  As a
result of the name change, the Company's trading symbol on the  Over-the-Counter
Bulletin Board was changed to "LTHO".

Neuro Nutrition, the Company's wholly owned subsidiary, was incorporated on July
23, 2004 in the State of Colorado, and has been in the development stage since.

World Peace, the Company's wholly owned subsidiary was incorporated in the State
of Colorado on May 8, 2008.

Basis of Presentation:

Development Stage Enterprise

The Company has not earned any significant revenues from its limited operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise"  Among the disclosures  required by are that the
Company's  financial  statements be  identified as those of a development  stage
company,  and that the statements of operation,  stockholders'  equity (deficit)
and cash flows disclose activity since the date of the Company's inception.

Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Legacy and its  wholly-owned  subsidiaries,  Neuro  Nutrition,  Inc.  and Legacy
Technology  Holdings (formerly World Peace  Technologies,  Inc.) All significant
inter-company balances and transactions have been eliminated in consolidation.

Significant Accounting Policies:

Cash and Cash Equivalents

The Company  maintains the majority of its cash  accounts at a commercial  bank.
The total cash balance is insured by the Federal Deposit  Insurance  Corporation
("FDIC") up to $100,000 per  commercial  bank. As of December 31, 2011 and 2010,
the Company had zero amounts in excess of the FDIC insured limits.  For purposes
of the statement of cash flows, the Company considers all cash and highly liquid
investments  with  initial  maturities  of  three  months  or  less  to be  cash
equivalents.

                                      F-7
<PAGE>




Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affects the reported amounts of assets and liabilities, and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Such  estimates  may be  materially  different  from  actual  financial
results.  Significant  estimates include the recoverability of long-lived assets
and the collectability of accounts receivable.

Revenue Recognition

Revenue  Recognition is recognized  when earned.  Sales revenue is recognized at
the date of shipment to customers when a formal arrangement exists, the price is
fixed  or  determinable,   the  delivery  is  completed,  no  other  significant
obligations  of the Company  exist and  collectability  is  reasonably  assured.
Payments  received before all of the relevant  criteria for revenue  recognition
are satisfied are recorded as unearned revenue.

Net Loss per Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent shares  outstanding  during the period.  For the years ended December
31, 2011 and 2010, there were no potential common  equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive because of the net loss.

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The  carrying  amount  of  accounts  payable,   accrued  expenses,   convertible
promissory  notes are considered to be  representative  of their respective fair
values because of the short-term nature of these financial instruments.

Other Comprehensive Income

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

                                      F-8
<PAGE>




Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision or benefit for the period. Effects of changes


in enacted tax laws on deferred  tax assets and  liabilities  are  reflected  as
adjustment to the tax provision or benefit in the period of enactment.

Recent Accounting Pronouncements

In July 2010, the Financial  Accounting Standards Board ("FASB") issued Proposed
Accounting   Standard   Update   (Topic  450)  -  Disclosure   of  Certain  Loss
Contingencies.  This amendment would lower the current disclosure  threshold and
broaden the  current  disclosure  requirements  to provide  adequate  and timely
information to assist users in assessing the  likelihood,  potential  magnitude,
and  potential  timing (if known) of future cash outflows  associated  with loss
contingencies.  For public  entities,  the new guidance  would be effective  for
fiscal years ending after  December 15, 2010,  and interim and annual periods in
subsequent  fiscal years. The Company is currently  evaluating the impact of the
future adoption of the Update.

There were various other accounting standards and interpretations issued in 2010
and 2011,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

NOTE 2.   Going Concern:

In the Company's  Annual Report on Form 10-K for the fiscal year ended  December
31,  2011,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability to  continue  as a going  concern.  The  Company's  financial
statements  for the years ended December 31, 2011 and 2010 have been prepared on
a going concern  basis,  which  contemplates  the  realization of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $137,719  for the year ended  December 31, 2011,
and an accumulated  deficit of $518,144 as of December 31, 2011. At December 31,
2011, the Company had a working capital deficit of $1,680,798.

The future  success of the Company is likely  dependent on its ability to attain
additional  capital,  or to find an  acquisition  to add  value  to its  present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

                                      F-9
<PAGE>




NOTE 3.  Notes Payable:

         The Company's outstanding non-convertible notes payable on December 31,
2011 and 2010, consisted of:

        $ 15,080         Note Payable issued to an investor. Due upon demand.
                         Interest rate is 8%
           6,19          Other Notes Payable
          10,353         Note payable, issued to vendor.  Due upon demand
         --------
        $ 31,632         Total notes payable outstanding on December 31, 2011
         =======         and 2010.

NOTE 4.  Convertible Notes Payable:

Convertible  notes  payable as of December  31, 2011 and 2010  consisted  of the
following:

         $ 50,000      Note payable 1, convertible into 151,515 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 151,515 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 25,000      Note payable 2, convertible into 50,000 shares of Neuro
                       Nutrition, Inc. with conversion feature expiring at
                       end 2007, due September 7, 2006, incurring interest
                       at 10%.

         $ 50,000      Note payable 1, convertible into 151,515 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 151,515 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 75,000      Note payable 4, convertible into 227,273 shares with
                       conversion feature expiring in May 2008,
                       due September 30, 2006, incurring interest at 25%,
                       attached to the note are 227,273 warrants exercisable
                       at $0.625 per share, which expired in 2008. The note
                       is secured by a subordinated pledge of inventory and
                       accounts receivable.

         $ 20,000      Note payable 5, convertible into 40,000 shares of Neuro
                       Nutrition, Inc. anytime at Holder's option, due
                       February 28, 2007, incurring interest at 20%,attached
                       to the note are  40,000  warrants  for Neuro
                       Nutrition,  Inc. common stock exercisable at
                       $0.65 per share.

         $ 50,000      Note payable 6, convertible into 100,000 shares of
                       Neuro Nutrition, Inc. anytime at Holder's option, due
                       February 28, 2007,  incurring  interest at 20%, attached
                       to the note are 100,000 warrants for Neuro Nutrition,
                       Inc. common stock exercisable at $0.65 per share.

         $ 75,000      Note payable 7, convertible into 150,000 shares of
                       Neuro Nutrition, Inc. with conversion feature
                       expiring in May 2008, due May 27, 2006, incurring
                       interest at 10%, attached to the note are 150,000
                       warrants for Neuro Nutrition, Inc. exercisable at $0.625
                       per share, which expired in 2008.

                                      F-10

<PAGE>




         $ 50,000      Note payable 8, convertible into 100,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 200,000  warrants  exercisable at $0.625 per
                       share, which expired in 2008.

         $ 50,000      Note payable 8, convertible into 100,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 200,000  warrants  exercisable at $0.625 per
                       share, which expired in 2008.

         $  5,000      Note payable 10, convertible into 10,000 shares with
                       conversion feature expiring in November 2008, due
                       November 11, 2006, incurring interest at 10%, attached to
                       the note are 20,000  warrants  exercisable  at $0.625 per
                       share, which expired in 2008.

         $ 50,000     Note payable 11, convertible into 100,000 shares anytime
                      at Holder's option, due December 7, 2006, incurring
                      interest at 10%, attached to the note are 200,000
                      warrants exercisable at $0.625 per share, which
                      expired in 2008.

         $ 25,000      Note payable 12, convertible into 50,000 shares anytime
                       at Holder's option, due February 20, 2007, incurring
                       interest at 10%, attached to the note are 100,000
                       warrants exercisable at $0.75 per share, which
                       expired in 2008.

         $  5,000      Note payable 13, convertible into 10,000 shares anytime
                       at Holder's option, due February 28, 2007, incurring
                       interest at 10%, attached to the note are 20,000
                       warrants exercisable at $0.75 per share, which
                       expired in 2008.

         $ 50,000      Note payable 14, convertible into 125,000 shares
                       anytime at Holder's option, due September 12, 2006,
                       incurring interest at 25%, attached to the note are
                       250,000 warrants exercisable at $0.75 per share,
                       which expired in 2008. This note is secured by
                       inventory and accounts receivable.

         $ 50,000      Note payable 15, convertible into 125,000 shares anytime
                       at Holder's option,  due September 12, 2006,
                       incurring  interest  at 25%,  attached to the
                       note  are  250,000  warrants  exercisable  at
                       $0.75 per share,  which expired in 2008. This
                       note is secured by inventory and accounts receivable.
         --------
         $630,000     Total Convertible notes payable. All these notes, with
         ========     the exception of notes 1, 3, 4, 14 and 15 are unsecured.

As of December 31, 2011, all of the  convertible  notes  described  above are in
default.

                                      F-11
<PAGE>




NOTE 5.  Stock Options and Warrants:

At December  31, 2011 and 2010 the Company  had common  stock  purchase  warrant
activity as described below.

Non-employee stock options

The Company  accounts for  non-employee  stock  options  under ASC 718,  whereby
option costs are recorded based on the fair value of the consideration  received
or the fair value of the equity instruments  issued,  whichever is more reliably
measurable.  Unless otherwise  provided for, the Company covers option exercises
by issuing new shares.

The  Company's  subsidiary  Neuro  Nutrition,  Inc. at the beginning of 2010 had
140,000  common  stock  purchase  warrants  outstanding.  The warrants are to be
effectively  granted for exercise upon  conversion  by the warrant  holder of an
accompanying  note  payable  into common  stock,  which said note the holder can
convert anytime at his option.  The warrant holder has two years after effective
grant date to exercise  the  warrants,  at a price of $.625 per share.  No Neuro
Nutrition,  Inc.  warrants were exercised or expired in 2011 or 2010,  leaving a
2011 year end balance of 140,000 warrants.

Employee stock options

The Company  accounts for employee stock options under ASC 718. Unless otherwise
provided for, the Company covers option  exercises by issuing new shares.  There
were no employee stock options issued or outstanding in 2010 or 2011.

NOTE 6.   Taxes:

The Company is subject to foreign and domestic income taxes. The Company has had
no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The NOL carry  forwards  expire in various years through
2030. The Company's deferred tax assets are offset by a valuation  allowance due
to  the  uncertainty  of  the  realization  of  the  NOL   carry-forwards.   NOL
carry-forwards may be further limited by a change in company ownership and other
provisions of the tax laws.

                                      F-12
<PAGE>




The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

                     Estimated NOL
                     Carry-forward      Valuation     Net Tax
 Period Ending       benefit            Allowance     Benefit

 December 31, 2010       $76,085       $(76,085)         -



                     Estimated NOL
                     Carry-forward      Valuation      Net Tax
 Period Ending       benefit            Allowance      Benefit

 December 31, 2011   $103,629           $(103,629)       -


NOTE 7 - Legal Proceedings:

In May 2008 a  complaint  was  filed in the  District  Court  for the  County of
Boulder, Colorado by product suppliers of the Company (the "Plaintiffs") seeking
collection  of trade  accounts due in the  approximate  amount of $127,000  plus
collection  costs.  Research of the account by Plaintiff's  counsel  effectively
reduced this amount to approximately $64,000, which is included in the Company's
balance sheet liabilities. The case is ongoing at the present time.

                                      F-13

<PAGE>


                                  SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                         LEGACY TECHNOLOGY HOLDINGS, INC.

Dated: October 10, 2012
                                   By:/s/Redgie Green
                                      ----------------------------------------
                                  Redgie Green, Chief Executive Officer, Acting
                                  Chief Accounting Officer & Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Dated: December 18, 2012

                                          LEGACY TECHNOLOGY HOLDINGS, INC.



                          /s/Redgie Green
                           -----------------------------------------------------
                Redgie Green,  Chief Executive Officer, Acting Chief Accounting
                Officer & Director


                                       24